Prince of Dragons: Empire of the Sun
by The Wandering Bard
Summary: AU. The powerful Empire of the Sun has taken control of most of the countries and kingdoms of earthland with its mighty army. Now, with the Empire at the borders of Fiore, things are about to get very interesting. Will sort of follow canon arcs but with some major differences, but there's also new arcs. Action, romance, fantasy, and everything in between.Rating may change. Natsux?
1. Prologue

**Author's notes: **Love the anime - never read the manga. Love the characters. Thought I'd write a completely different story with these characters. **MEANING THIS IS AU.**

As far as pairings go, I haven't really decided yet so I guess everyone will be in play for a while and we'll see how it goes. Hehe :)

This prologue is probably boring, but I need to set up the necessary info for you to enjoy the story and any sequels to it. Let me know what you think in the Reviews, though please keep it constructive and civil. Much appreciated. Enjoy!

**Prince of Dragons: Empire of the Sun**

Prologue

* * *

Nobody could have predicted that the mountainous and industrial country of Joya would give birth to the powerful Empire of the Sun, a name that would forever be known in the histories as the greatest empire that earthland had ever seen. Nobody could have foreseen that any of the monarchies of the time would dare advance to that next stage, that pinnacle of authoritarianism. And nobody could have believed that the meteoric rise in power of one Zeref Black would lead to the establishment of this Empire of the Sun, a man with dark magic so powerful that many considered him to be a demon lord.

Awash in wealth and titans of industry, the Kingdom of Joya was in truth the perfect breeding ground for an Imperial movement. What do you give a country that has it all? A goal to spread that wealth, knowledge, and way of life to all corners of the earthland, and a plan to do so. Zeref Black gave them that ideal, that goal to strive for, and he provided them with a plan to accomplish it.

With their familiarity and acceptance of Monarchic government, the transition to an Empire was not too wide a gap to bridge. With their vast wealth and impressive industrial complex, the Joyans had no trouble raising, supplying, and supporting a massive army with which to expand their way of life to those less enlightened and less fortunate. And with their visionary, fearless leader they sought to conquer the earthland.

It took the Empire a mere three days to subjugate the country of Stella, in what became known as the Stellan Blitz. Six months later and the sparsely populated Desierto Kingdom was the next to join the Empire. It took two and a half years to gain full control over the vast country of Minstrel. And in that time, the military had grown large enough to support battling on two fronts, capturing the Iceberg Kingdom and the Seven Kingdom Coalition in the time it took to subjugate Minstrel.

Alarmed at the sudden and violent rise of this Empire of the Sun, the eastern Kingdoms of Pergrande, Bellum, Sin, and Enca formed the _Pergrande Alliance_ (or simply "the Alliance") to better protect themselves and to offset the growing power of the Empire. This alliance, along with the fact that the bulk of Imperial forces were concentrated elsewhere, has kept the eastern kingdoms in relative safety and peace.

Emperor Zeref even agreed to a peace treaty with the Alliance, stating that it was in all their interests to maintain peace and encourage trade in the region. A peace treaty was also signed with the Kingdoms of Fiore, long known to be forever neutral in all earthland matters, and Caelum, a vast Island nation notorious for never having ever been conquered by an outside foe in all its history.

But when the forest-filled country of Bosco fell, bringing the Empire's borders right to Fiore, even the Royal Family of Fiore feared that the peace treaty might not stop the powerful and power-hungry Empire that was now at their doorstep.

**The Empire of the Sun**, led by _Emperor Zeref_ and, to some extent, his wife _Empress Shina_, was strictly organized into three branches of government. The **Executive**, **Judiciary**, and **Military** branches.

**EXECUTIVE**

The Executive Branch contains the administrative and policing entities of the Empire, headed by the Chancellor, _Erwin Varis,_ who is appointed personally by and reports only to the Emperor, and who works with the Imperial Council to run the day-to-day business of the Empire. The Chancellor has some freedom in directing Imperial policy and setting up laws, and reports directly to the Emperor on the state of the Empire.

The Imperial Council consists, at this time, of 15 members, all of whom are from the most powerful and influential families in the Empire. They have limited policy-making and law-making ability, serving mostly an advisory role to the Chancellor, and are able to keep the Chancellor in check by a 2/3 majority vote. A 2/3 majority decision on a matter may also be presented directly to the Emperor for ultimate judgment, bypassing the Chancellor completely.

And lastly, the Imperial Police handles all law enforcement matters in the Empire, with each state getting their own State Police that is subordinate to the overarching Imperial Police. The Imperial Chief of Police, _Reginald Amerrie_, is the leader of this police force and is appointed by and reports directly to the Chancellor.

**JUDICIARY**

Led by the Chief Justicar, _Stenos Sivantes_, who is appointed directly by and reports only to the Emperor, the Judiciary handles all matters of Imperial justice, intelligence and special operations. There is one Justicar for every state, and when necessary the Supreme Court will convene for a major trial that involves all the Justicars being present.

A Justicar is usually promoted from the ranks of the Judges, who are essentially the officers of the Judiciary. These Judges are individuals who have distinguished themselves in the field of duty and who have the knowledge and skills to pursue higher responsibilities. Judicial Sergeants are the foot soldiers of the Judiciary and are of lowest rank.

So rank-wise:  
Chief Justicar  
Justicar  
Judge (First, Second, and Third Class, with the 1st class being the most senior)  
Judicial Sergeant

**MILITARY**

Arguably the most powerful of the three branches, it is also the one directly controlled by the Emperor. Their duties are fairly obvious: handling all military actions as well as special weapons projects. Led by the Minister of War, _Faust Fernandes_, who is appointed directly by and reports only to the Emperor, the Military has six defined army divisions, each division led by a General, with each General having their own corps of officers under their command.

The War Council consists of all Generals and the Minister, and possibly the Emperor if he wishes to be present. There are six Armies, designated by their location and reflecting their respective jurisdictions:

Expeditionary Army - _General Byro_; handles all expansion/invasion campaigns and has no set jurisdiction. Most active position.  
Central Army - _General Knightwalker_; jurisdiction over Joya and immediate area surrounding the capital state. Most prestigious position. (arguably most boring) [Stella, Joya]  
Northern Army - _General Panther_; responsible for maintaining the peace in the newly acquired northern states. [Western Iceberg, Seven, Bosco]  
Eastern Army - _General Edolas_; responsible for watching over the Alliance. [Eastern Iceberg, Eastern Desierto]  
Southern Army - _General Sugarboy_; responsible for maintaining the peace in Minstrel's eastern half (Duchy of Midi was absorbed into Minstrel) [Eastern Minstrel, Western Desierto]  
Western Army - _General Hughes_; responsible for maintaining the peace in Minstrel's western half. [Western Minstrel]

LET THE STORY BEGIN!

* * *

**Author's notes: **

PLEASE NOTE! Erza will not be present as much in this story, but she will feature heavily in the sequel, which I'm already working the outline of. Yes, this is how enthused I am right now about Fairy Tail - I already have the next story in mind as I'm writing this one! Although I MIGHT just turn it into one giant story. I haven't decided yet.


	2. Beginnings

**Prince of Dragons: Empire of the Sun**

Beginnings

* * *

The Imperial Throne Room was a gigantic marble hall of epic proportions lined with massive pillars that held up the wide vaulted ceiling, which depicted scenes of Zeref's rise to Emperor and the expansion of the Empire since then. A long red carpet ran from the giant stone doors all the way to the steps that led up to the bejeweled golden throne itself. Tall but thin windows situated high up on either side of the hall let in the bright sunlight, the white marble reflecting the light so as to make the hall glow. The whole place was a display of the wealth and power of the Empire, and more specifically of the Emperor himself.

While he was a dark and twisted man, that did not mean he liked to be in dark and twisted places. No, as a matter of fact he admired beauty and light enough to see it, and he enjoyed the extravagance for the sake of it. Said Emperor was currently seated upon his high-backed, jewel-encrusted golden throne in his usual high-collared red robes with gold trim. He had short black hair with bangs that hung over his dark eyes that looked out impassively upon the world.

Stenos projected his image into the throne room at the appointed time and was received by the Emperor alone. Kneeling down and bowing his head before the throne, Stenos waited to be acknowledged.

"Rise, Chief Justicar Sivantes," the Emperor said in a strong but emotionless voice.

"Your majesty," Stenos greeted, keeping his eyes low to the ground and avoiding eye contact as is customary when in the presence of the Emperor. "I have the report you requested."

"And?"

Stenos cleared his throat as quietly as he could, though the sound still echoed in the vast hall. "Our agents were successful in neutralizing the Etherion Satellite Square, as per your direct order. As of last night, the Magic Council's headquarters in Era is nothing but a pile of rubble. Our agents indicate that they have not been discovered."

"Good. And what of the Magic Council members?"

Stenos bowed his head low, feeling suddenly nervous and a single bead of sweat forming on his temple, afraid that he might be punished. "We... uh... unfortunately were unable to determine how many survived, if at all. Our agents seem to indicate that they all managed to escape, but we are not entirely sure of this just yet. I apologize for-"

"No need to worry yourself over such a trivial detail. Their greatest weapon has been neutralized, and that is what matters," the Emperor stated, cutting off the Chief Justicar mid-sentence. "Inform the agents to continue to act as part of the Magic Council. Perhaps there are other weapons and means with which they wield power that our agents have not discovered as of yet." He paused. "Is that all?"

"That is all I have to report, your highness."

"Very well. You did a commendable job, Stenos. If there is any more news on the Magic Council's movements, do keep me informed. You are dismissed for now."

Stenos saw in his peripheral vision a waving of the Emperor's hand. Bowing low, he said, "As you will, your majesty," and ended the thought projection.

-**xxxXxxx**-

Laughter and the chatter of many conversations filtered through the air as Lucy Heartfilia sipped on some wine, careful not to spill any on her beautiful red dress. Her father would be furious if she did - the dress was far from cheap after all. It was a little too tight for her tastes, hugging the curves of her body well, though covering a modest amount of skin so as not to be distasteful. She felt uncomfortable in it, though not because it was form-fitting but because she was wearing such a fancy dress at all. She was far more comfortable in a tank-top and a skirt or a simple dress than this half-a-million Jewel designer piece.

She stood to the side, near the entrance, hoping that nobody would approach her anymore. Several of her father's friends had already greeted her and she chatted with them as best as she could before they moved on, as was expected of her at such functions. Those conversations felt so forced and fake to her though. There was no real investment there, no real connection. They were only talking to her simply because they were her father's friends, not because they were actually interested in her life. Although perhaps some were, but not in a good way in Lucy's opinion.

Sighing, she took another sip of the wine as she surveyed yet another state function that her father had dragged her too. Almost literally, too. She had gotten another earful of his yelling before she finally relented, mostly to shut him up already. He never listened to her so there was no point in arguing. The reason she even tried was simply because sometimes she was able to get away with it. A simple, "I don't really want to go to this event, father," has in the past sometimes yielded an, "Very well, you may stay," response from the Heartfilia patriarch. This time, she had no such luck and so there she was, trying to blend into the wall and wishing for the time to pass quickly so that they could head home already.

Deciding that this was a good a time as any to go to the restroom, she slipped out of the ballroom and down the long hall towards one of the outdoor terraces that she had escaped to moments earlier before one of her father's friends told her that her father had been looking for her. Of course, by the time she had come back inside and met back up with her father, the moment had passed and he simply told her to continue mingling and enjoy herself. Like that was ever going to happen for her at one of these events.

Breathing in the cool, crisp evening air she walked over to one of the small fountains on the terrace of this beautiful estate, the water seemingly glowing. She wouldn't mind splashing some of that cool water onto her face, but her white silky gloves would get all wet and she might need to shake some more hands later. Placing her empty wine glass down by the fountain, she walked over towards the edge of the terrace.

"Ugh, how long is this event going to take?" she said tiredly to no one in particular, though she looked around to make sure there really was no one in the area. That would be really embarrassing and weird if one of these people caught her talking to herself. Her father would no doubt hear about it and she'd get reprimanded for displaying weird behavior. She had to be a proper lady at all times while in public after all.

Looking up at the clear and starry sky, she was reminded of her celestial spirits. Her celestial keys were currently strapped around her inner thigh and arranged so that they didn't jingle when she moved. Wearing a dress like this meant she couldn't have her normal belt where she would hang her keys from, and while it may make more sense to leave her keys behind on such events, she felt naked and vulnerable without them. Plus it was basically a big no-no for a Celestial Wizard like herself to let her keys out of her sight or possession, not to mention that the keys she had were all from her mother so they were even that much more important to her.

Taking a seat on a stone bench, she gazed up at the night sky. The trickling of the fountain and the faint murmurs of conversation through the windows and from the open door to the terrace served as soothing background noise as she watched the stars twinkle. A bright dot shot through the sky at that point, surprising her. Letting out a smile, she said aloud, "I wish I could just leave this place and go on an adventure.

I wish I could see the world. Is that so much to ask?" All her life she's had to live by her father's rules, following his wishes and dreams while pushing her own to the side, all because it was her duty to obey. At least that's what he continuously drummed into her. Her mother, on the other hand, always told her to follow her dreams and to do what she wanted with her life. Unfortunately, she passed away before she could tell her husband about that.

"What's a beautiful girl like you doing all alone out here?" said a smooth voice, catching her by surprise and making her jump with a small "eek!"

Turning around, she spotted the source of the words leaning against the door frame through which she had entered the outdoor terrace.

He was tall and slim, with a rectangular jaw and sharp features. His thin eyebrows seemed somewhat effeminate as they rested over his dark eyes, his mildly short dark blue spiky hair arranged perfectly to complement his face. The most distinctive feature on his face was the tattoo over his right eye in the shape of tongs, or a cursive 'x'. When their eyes met he flashed her a smile, showing off pearly white teeth in perfect order. Adjusting his high-collared dark cape, he walked closer to her but not too close to make her uncomfortable, his gaze drifting skyward.

"Beautiful night to watch the stars, isn't it?" he said, his voice as silky smooth to her ears as the actual silk gloves felt to her hands. "Mind if I join you?"

"Uhhh... no, I don't mind. Go ahead," she said, slightly unsure of herself. She had no idea who this guy was, having never seen him before. But the fact that he was here meant he had some sort of political connections since this was an official state function after all. Was he another one of her father's friends? or a friend of his friend?

"My name is Bora, by the way," he introduced himself after a moment of silence, his eyes moving down to meet hers, at which point she looked away to anywhere but his eyes.

"I-I'm Lucy."

"Lucy? My, that's a beautiful name. Quite fitting, if I may add." She looked back towards him and he flashed her another smile. Her cheeks felt warmer than before as she looked away again.

"Th-Thank you. You're too kind. So, um... do you know my father?" That was probably a given, since most people in these social circles knew her father, but it was a safe enough question for her to ask.

"Oh I know a few people here. But I'm most interested in getting to know you, Lucy," Bora said as he casually moved closer towards her. "If I may ask, and just out of curiosity, have you ever heard of the wizard they call, 'The Salamander'?"

Lucy thought that was an odd and random question to ask, but she nodded slowly. "Yeah, I do know that name. The Salamander. He's supposedly a powerful fire wizard who, rumors say, uses fire magic that you can't learn or buy from anyone."

"Indeed. The Salamander is a special breed of fire wizard," he said, snapping his fingers and drawing in the air with an outstretched index finger. Thin, magenta-colored flames appeared where he had been writing with his finger, spelling out the word 'SALAMANDER'.

Lucy's eyes widened ever so slightly. Could he really be _the_ Salamander? Though she figured any fire wizard could probably do the little trick he pulled, she voiced her question to be sure, "So you're...?"

"I am." With that Bora struck a pose, specifically flashing the rings on his right hand as if to show them off, the whole action something that Lucy would normally find a major turnoff. For some strange reason, however, her heart simply fluttered as it beat faster. Did she really just like what he did? "And I heard what you said before, Lucy, when you thought you were all alone. You want to go out there," he waved his left hand outward, "You want to see the world. To go on grand adventures and experience new things. To see what life is like beyond these fancy dresses and formalities. You want to be _free_. Don't you, Lucy?"

Lucy nodded enthusiastically in agreement, her heartbeat practically at a gallop. She couldn't comprehend why she was feeling this way, and a voice in the back of her mind was telling her that there was something wrong here. It was as if her body was betraying her, but yet she could not think that what she was doing was wrong because in fact her mind seemed to be in sync with her body. The only reason she felt that something was off was because of that tiny voice, that nagging feeling in her head, that things were not right.

Bora sat down next to her and draped an arm around her shoulders, flashing yet another smile that made her cheeks heat up further.

"Well, tonight is your lucky night, beautiful Lucy. Because tonight, I'm going to make your wish come true."

-**xxxXxxx**-

It was going to be another hot day on the road, that was for certain. The temperature had been climbing steadily all morning and showed no signs of stopping just yet. There wasn't a cloud in sight and it was nearing midday, the sun approaching its zenith on its age old path across the now cloudless azure sky. Most travelers would have tried to find a shady spot by now to take a break from the hot rays of the sun and wait until it got a little cooler to continue. For this pink-haired traveler though, the heat was something he was accustomed to so he kept going. From the way he was dressed alone it was evident that the heat didn't bother him at all.

He wore a crimson robe with white trim and yellow markings on the upper half of the long sleeves, the ends of which were partially rolled up to a little past his elbow. The robe was left open at the front, revealing a dark waistcoat underneath with gold trim that was also left open and untucked, revealing chiseled abs and a toned chest. On his left wrist was a dark wristband and around his neck was a white scale-patterned scarf.

For pants he wore baggy knee-length white trousers tied off at the ends with black ribbons. For footwear he had simple black sandals that looked like they had seen their fair share of mileage. Slung across his shoulders over his backpack was a rolled up comforter that he used to sleep on whenever he wasn't able to find adequate lodging. Even though his front was open, he wasn't exactly wearing ideal hot weather clothing, particularly in these temperatures.

Accompanying the pink-haired traveler was a small blue cat with a white underbelly and a white-tipped tail, and this cat was anything but an ordinary feline. This cat had a different body structure that allowed it to walk upright on its two hind legs, like a human. Furthermore, the cat was carrying around a small green backpack. And what really separated it from most of its feline brethren was that this cat could talk. And not the kind of talk that some cat owners say their pets do where their meows are interpreted to mean something. This cat actually spoke words in complete and perfect English.

"Can we please take a break, Natsu? I'm getting really thirsty and it's getting way too hot to travel right now!" remarked the blue feline as the duo trudged along the dirt road that they had been following for the last few hours.

Natsu intertwined his fingers behind his head and arched his back, letting the sunshine hit his face and reveling in the energy and warmth that it brought to his skin. "Hot? C'mon Happy. It's nice and warm but I wouldn't say it's hot. If you want, I can show you what hot is _really_ like!" He had an excited look in his eye as he finished, an eager grin spreading across his face as he raised his flexed right arm, right hand balled into a fist.

"No thank you!" Happy replied quickly, waving his top paws around like they were arms as he looked worriedly at the pink-haired young man, then letting out a quick sigh of relief when the pinkette appeared to not be following up on his words.

Looking up at the sun shining brightly above him, Natsu had to admit taking a break wasn't such a bad idea since it would mean getting to enjoy this beautiful day more. Looking over to his clearly tiring companion, he flashed a toothy grin. "Alright, Happy. Let's take a break."

They found a big oak tree close to the road to shelter under, and Natsu had to admit that the there was a noticeable change in temperature between area under the shade of the oak tree and where they had just been under the sun. Settling down and leaning his back against the tree, legs spread out in front of him, he closed his eyes. Happy had crawled onto his lap and lied down with a tired sigh at that point. For a while he simply enjoyed the moment, the feel of the gentle breeze across his skin, the small breaths from Happy on his lap, the hard and yet comfortable feeling of the tree trunk on his back.

That last feeling, in particular, reminded him of all the time's he wound up resting against his father's warm and tough, but strangely comfortable, side. His father's side rising and falling through his long breaths served as a soothing motion that helped him fall asleep faster. Thinking back to those moments, he couldn't help but smile at the hilarity of the size difference between him and his father. Igneel, a giant fire dragon well more than a century old, and little Natsu with his trademark pink hair - he had to have been, at most, as big as one of his father's smallest fangs.

_"Hey, Igneel?" little Natsu asked tentatively, looking at his hands as he played with his fingers._

_The big dragon arched his neck to swivel his head around, bringing it low to the ground and to the side so as to look at the boy with one of his giant, slitted red eyes. "Hmmm?" the dragon rumbled from his throat, the ground shaking slightly._

_"Uh... well, I was just wondering... do you think... will I ever grow to be as big and strong as you?" Natsu looked up hopefully at the red-scaled dragon that he considered family._

_An amused look - or as close to one as a dragon could get - crossed Igneel's features and a throaty laugh escaped from the fire-breather, sounding like two giant rocks grinding against each other as the ground once again shook with each laugh. The dragon finally responded after his laughter died down. "As big as me, Natsu? Probably not. But as strong as me? Well, youngling... that is only if you want to be."_

_Natsu had frowned at first upon hearing the dragon's first words, but upon hearing the latter half of the dragon's reply his mouth spread into a wide smile that revealed his tiny teeth. "R-Really?"_

_"Only if you want to be," the dragon repeated, a trace of amusement still in his booming voice, and continued, "First, you must truly desire something. Next, you must strive to achieve it and give it your all."_

_"Strive?" Natsu was confused by the word, Igneel never having taught the word to him before._

_"It means you must work hard," Igneel clarified for him._

_Natsu nodded, looking down at his hands, the smile fading only slightly before returning with full force. There was an eager look in his eyes and then his hands were suddenly engulfed in flames as he clenched them into fists. Looking up at Igneel, he stated confidently, "Well then I want to be as strong as you, Igneel. And I'll work hard!"_

_Igneel let out a roar of what seemed to Natsu to be pride and approval, with the dragon saying, "I expected nothing less of my son."_

Natsu's eyes fluttered open, the roar seemingly still fresh in his ears and half-expecting Igneel to suddenly show up and test his strength since they last saw each other. But there was no dragon in sight and he let out a long breath as he absently touched the scale-patterned white scarf around his neck. A gift given to him by Igneel, made of the smallest of Igneel's own dragon scales, turned white due to the magic he used to make it into a scarf, strengthening them even further so that they were practically indestructible. Igneel had given it to him the night before he disappeared, leaving Natsu alone without warning.

That had been almost exactly seven years ago, if Natsu was counting the days properly. As he often did during these moments of peace, he wondered what the dragon was up to and where he had gone. He had spent a good chunk of the last seven years searching for any leads as to the whereabouts of the fire dragon, none of them turning out to be true or useful.

Looking down at the blue cat in his lap, he smiled, thankful to have at least had the company of Happy over the last few years traveling all over Fiore. Otherwise they would have been extremely lonely years.

His stomach growled then. "Hey Happy," he nudged the cat lightly, "Let's get moving. I want to get to Hargeon soon so we can get grab some grub."

The cat yawned and stretched, "Ayyye..." he said groggily in his high-pitched voice.

Minutes later and they returned to traveling down the road towards the port town, which was only about an hour or two away if Natsu had to guess. Just then, his ears picked up on some noise coming from behind him, which sounded to him like either a carriage or magical car. Turning around, he was surprised at how fast it was moving and jumped out of the way as the carriage swerved slightly to avoid hitting him, the driver yelling at him and shaking his fist.

Just as the carriage passed by, in that brief moment when he was right next to the carriage, Natsu caught a glimpse of a pretty young blonde girl in a red dress through the window who stared out at him, their eyes meeting for a fleeting second. And in that second he could have sworn that she had a most confused and surprised look on her face.

As the carriage sped on ahead, leaving a light cloud of dust in its tracks, Natsu noted that there was a strange symbol on the back of it, like a cursive 'x'. Shaking his head and wondering what their big hurry was, he checked to make sure that Happy was okay.

"Well that wasn't very nice..." Happy said with annoyance as he too had jumped to the side to get out of the way, rolling on the ground and rubbing his side as he came to a stop. "Why were they in such a hurry?"

"Beats me. Maybe they really had to go to the bathroom or somethin'," Natsu offered as an explanation.

"Aye, you're probably right!"

-**xxxXxxx**-

_"Are you going to be able to keep up, Gray?" asked the short-haired twenty-something woman who stood a few feet away from him. Her name was Ur, a powerful Ice-Make Wizard who was well-known for her skill with magic._

_All around them the snow was falling from the gray clouds that hung over the snowy and mountainous area that they were training in, landing softly upon the thick hard-packed snow that they were currently standing on._

_"I warned you. Training with me can be tough," she continued as she glanced back at him over her shoulder with a curious look, as if trying to see how he would react._

_Gray was breathing heavily at this point, his heart pumping fast and his body feeling strained. Even though it was freezing, he was sweating from the exertion thanks to the training that they were doing. Even though he was not feeling the best, he still steeled himself and looked up to the woman, meeting her gaze with as much confidence as he could muster. "Yeah, but I'll do whatever it takes! I have to become strong enough to fight the Empire! Because one day... one day I'm going to make them pay!"_

_Off to the side, Gray's fellow student Lyon looked over to him and, thinking that Gray couldn't hear, said, "Psh.. yeah right," under his breath. That only served to strengthen Gray's resolve._

_"Okay then. Let's get started," said the woman._

_"Fine," Gray replied curtly, "Ready when you are." _

_Suddenly, the woman stripped down to her underwear._

_"Wh-whaaa?!" Gray was taken aback, his cheeks reddening as he kept looking back and forth between the woman and anywhere else but her. "What are you doing?!"_

_The woman grinned, apparently enjoying his reaction, "The first step to becoming a stronger Ice-Make Wizard is to strip," she stated simply._

_"Are you kidding me?! You're crazy if you think I'm stripping in the snow!" Gray turned to his fellow classmate, "Come on and back me up, Lyon!" But to his surprise, Lyon had stripped down to his underwear already too. "Whaaa?! You too?"_

_"Just hurry up and do it, kid. C'mon, you wanna learn magic right?" replied Lyon, looking amused at Gray's antics as well._

_"I can't believe you're making me do this! It better not be some kind of joke!" exclaimed Gray as he finally stripped down to his boxers as well._

_The woman smiled, pleased that he had complied. "Atta boy, Gray," she winked, making Gray feel uncomfortable as he shivered in the snow, "If you really want to control the cold, then you have to be one with it. You'll get used to it soon."_

_Lyon, who was also shivering, boasted through gritted teeth, "I'm already used to it."_

_"Psh! You're shivering just as much as I am!" Gray called him out._

_"Let's go boys!" said their teacher as she turned and started running across the snowy terrain, Lyon following after her and Gray reluctantly catching up._

_"What is this? I thought you were going to teach me magic!" he cried after their teacher._

_"Shut up and just run! I don't want to do this beginner stuff again either!" Lyon retorted._

_The scene changed without warning. The three of them were in town, the one close to where Ur lived, but half of it was torn up and destroyed with fire and smoke everywhere. They were all winded, even Ur, who had unfortunately lost her leg in the fighting as she not only fought off the Imperial soldiers but also protected the boys, who were adamant about helping her and wouldn't leave as she instructed. The Empire had invaded Iceberg, the country where they were currently residing, and for some reason had chosen to make an example of this out-of-the-way town, one of many strong and independent-minded towns in the country that refused to bow down to Imperial rule._

_Gray felt exhausted, and Lyon didn't look like he could last much longer either. Thankfully the Imperials had pulled back to regroup after facing the unexpected resistance from some of the townspeople, especially Ur. Their fighting back had given the rest of the townspeople enough time to evacuate, which Gray felt good about. He was so excited that they were actually holding their ground against the Empire. This was what he had dreamed of, what he had worked hard towards - fighting back. But fighting back was not enough of course. He also had to win._

_"You think they're gone?" he asked Ur, who had remained silent thus far._

_"No," she said softly. "Didn't I tell you to leave with the townspeople?"_

_"Yeah. But since when have I been good at listening to you?" Gray said, still as stubborn and defiant as ever. "Besides, we're winning! They've retreated!"_

_"We're not leaving you behind, Ur!" Lyon spoke adamantly._

_Ur shook her head and displayed a sad smile. "Boys..."_

_Suddenly, a powerful roar erupted from the direction of the Imperial attack. The roar was so strong that it shook the ground, Gray feeling very much afraid._

_"W-What was that?" asked Gray, his voice shaking._

_Ur stiffened then as the ground started to shake every few seconds, the sound of something big coming their way booming across the night. Then they finally saw it._

_Towering well over sixty feet high, a giant humanoid demon was approaching. Its skin was dark blue with hardened shell-like sections on various parts of its body. Two massive horns joined together over its nose and across its brow, serving to make it look even more frightening. It let out another roar, mouth opening to reveal numerous giant fangs. A green light emanated from its open mouth then and it seemed to be preparing to unleash an attack, at which point Ur moved forward and cast a powerful spell that sent several enormous chunks of ice towards the demon from one side, impacting its face just in time as it unleashed a beam of green light off to the side and away from them._

_The beam of light lashed outwards in a straight line, destroying everything in its path. Then, unexpectedly, massive fiery after-explosions erupted from where the beam hit, effectively doubling and arguably tripling the damage done by that single attack as the destruction carved an extensive trench into the ground. The pressure of the blasts were enough to knock the boys off their feet._

_Gray struggled to get up, the wind having been taken out of him and his body shaking and weak from exhaustion and from fear. He looked over towards Lyon who was not moving._

_"Lyon! Lyon!" he cried as he scrambled over to his friend. The white-haired boy was thankfully still breathing, just knocked out cold. Gray looked back up towards Ur and then at the demon, who finally took notice of Ur after her attack as he roared in a challenging manner towards the Ice Wizard._

_Ur, breathing heavily, turned to Gray with tears in her eyes. "You two... please get out of here."_

_"But Ur.." Gray started to speak but she cut him off, tears streaming from her eyes now._

_"I said GO!" she yelled, "Take Lyon and go NOW! I can't concentrate on fighting if I have to protect you two."_

_Gray nodded numbly as he struggled for a moment before finally managing to carry Lyon on his back. He looked to Ur, who was still crying, and he realized that his own cheeks were damp from his own tears. __"You're going to defeat it, right?"_

___"If it means keeping you two safe... I will." She smiled at him for the last time._

With a jolt Gray woke up, nearly banging his head against the window of his seat. He let out a heavy sigh, relaxing his suddenly tense body. He could feel some sweat on his brow, surprising given that his body temperature was usually too cool to allow for sweat. Looking beyond the glass window by his seat, he watched the countryside as it sped by.

How he despised the Empire. First, they took away his real family, and then they went and took away Ur as well. He clenched his fists, breathing short, angry breaths. The bastards even went so far as to unleash one of their pet demons on the town that fateful night. Only Gray and Lyon lived to tell the tale, the rest of the townspeople long gone by the time the demon had been loosed. He still remembered looking back from a distance and watching Ur as she fought the demon, most of the town in ruins or obliterated at that point. Then finally, with one last roar, the demon was silenced and Gray stared in wonder as even from afar he could see that it was encased in one gargantuan solid block of ice.

The next town over, where the townspeople had fled to and where there was a temporary refugee camp, was where they ended up later that night. It was there that Gray and Lyon waited for their teacher. They waited. And waited. And waited some more. But Ur never came.

It was then that they went their separate ways, with Lyon blaming Gray for leaving their teacher behind and Gray blasting him back for being the one who fell unconscious when Ur needed them the most. Those were stupid, emotional words thrown around by stupid, immature, and understandably traumatized kids. Not that he had forgiven Lyon for his hurtful words, since the guy would have to ask for that forgiveness before he would give it, but that he understood the words he said back to his fellow student were also in the same emotional state. While their paths diverged, they at least agreed on one point: they would work their hardest to one day punish the Empire for what they had done.

He sighed and crossed his arms over his chest. Speaking of Lyon, he hadn't heard anything about him at all lately. Usually there were rumors here and there of someone that fit Lyon's description and magic style, but then after a while there was simply nothing anymore. It was as if he had dropped off from the face of the earth.

"Excuse me sir," an elderly voice shook him from his thoughts. It was one of the train conductors.

"Oh, I already showed you guys my ticket," he explained. Did this guy want to see his ticket again? Did he look like a freeloader bum? He honestly had one and wasn't just someone trying to get a free ride or anything.

"Ah, sir, it's not that. It's just that... well, would you please put some clothes on? You're making the other passengers feel uncomfortable," the conductor said awkwardly.

Gray's eyes widened and scanned the compartment, noting that some of the other passengers were giving him strange looks. Then he looked down at himself, the embarrassment flooding his system because, sure enough, he had somehow managed to strip down to his boxers again. He bowed his head, unable to look the conductor in the eye anymore.

"Heh... uhh... S-Sorry about that," he apologized, not bothering to explain why he was in his boxers. The guy probably wouldn't believe him that it's just a bad habit of his anyway, and he'd rather not draw more attention to himself by trying to give an excuse.

The conductor walked away as soon as Gray started pulling on his clothes, which thankfully were nearby this time. Usually he would only realize he was in his underwear after having stripped throughout the day, meaning he often lost track of his clothes. But no matter how hard he tried, he could not get rid of this stripping habit, and it was a habit that was definitely frowned upon by others, particularly when he did it in public - which pretty much was most of the time.

Sighing, he couldn't wait to get to Onibus so he could get off this train and away from all the people in this compartment who no doubt now thought of him as a pervert. He really needed to figure out a way to stop his subconscious stripping.

-**xxxXxxx**-

Ten minutes of battling various opponents, from monsters to summoned spirits and traps to flying projectiles. Now she was surrounded. Ordinarily, most people who were surrounded by ten skilled Judicial Sergeants would definitely be reevaluating their position and considering the idea of giving up. Thankfully, Judge-candidate Erza Scarlet was not like most people.

"**Requip: Heaven's Wheel Armor!**" the redhead said firmly, casting her requip spell as she jumped into the air, much to the surprise of the surrounding soldiers. In a flash her armor set had completely changed.

This new armor was definitely more complex than her last one, although her abdomen and her upper torso were exposed, plated armor covering only her chest, secure over her breasts almost like an armored bra. For her lower half she had a white skirt that went past her knee halfway down her shin, the upper half of the skirt and the area around her waist covered by dark silver armor plates with a lighter silver trim. Her arms had dark silver plated gauntlets and each hand held a sharp sword with the guard of the hilt made to look like wings. Her feet and lower legs were fully encased in armor, her steel boots having wings jutting out by her ankles. Jutting out from her back were two sets of steel wings made up of individual feather-looking steel pieces. She also now had a wing-like headpiece and a matching silver choker.

The most menacing part of the change in armor, however, was that Erza was now surrounded by about a dozen swords all pointed outwards in a circle around her. Her eyes flashed open, having remained closed since the requip, and she quickly slashed downwards with her two swords, at which point the swords surrounding her started whirring around, slashing around at all her opponents. All ten sergeants were thrown off their feet, most down for the count in only a few seconds. Those who were able to get back up began to drag their comrades out of the testing area, and for good reason.

"I'm impressed," said a deep voice nearby, one that she recognized.

She turned, her eyes narrowing as she readied her blades for a surprise attack that didn't come. Still, it was good to be ready and she had learned long ago to trust her reflexes and her instincts. The test wasn't over yet until the horn sounded, and she was sure that it hadn't gone off yet.

Before her stood Judge Marco, a 1st degree Judge, and the one in charge of the testing the Judge-candidates. Seeing him there surprised even Erza, who had not expected him to directly enter the fray. He was a big and stocky soldier, with finely-crafted heavy armor that covered everything but his neck and head. He had dark brown eyes and jet black hair, with a massive scar running across his nose. Rumor had it that he had gotten the scar from the current Chief Justicar.

It had been a battle for an open Justicar spot and they were the top two contenders for the position. As is customary for the military, the strongest usually gets the spot, although political connections do help. In this case, they were forced to battle each other for the position, a battle which Judge Marco lost. Though as consolation he was placed in charge of the Judge candidacy program, which was a prestigious position in its own right. But definitely nothing like the prestige of a Justicar, of course.

"I've heard the rumors, of course, but this is the first time I've seen your skill in person." The corner of his lips twitched into a smirk. "Now I want you to impress me more."

Erza didn't hesitate, lunging forward and slashing at Marco with her twin swords, only for her attack to miss as Marco managed to roll to the side. A weapon materialized in his hands - a large battle-hammer that looked like it would definitely hurt if she got hit by it - and he swung at Erza, who jumped back just far enough for the hammer to swing by her torso harmlessly, although the air displaced from the swinging weapon managed to ruffle her hair. This was not an opponent for her to take lightly.

"**Hammer Earthsmash!**" yelled Marco, swinging the hammer up over his head and then slamming it into the ground, the head of the hammer glowing throughout the movement. The ground cracked where he hit and then the crack reached all the way to where Erza was standing. Reacting out of pure instinct, she jumped into the air, her Heaven's Wheel Armor allowing her to fly. A split second later and the ground beneath where she had been standing erupted upwards into jagged rocks.

Marco's hand glowed and the warhammer disappeared, replaced by a large two-sided ax. So far as Erza could tell, he could only use two-handed weapons, which meant his attacks were more powerful with the weapon but also slower. She definitely had the advantage in speed, though she wasn't sure how strong his armor was. She figured it was time to find out.

"**Blumenblatt!**" she cried as she charged towards Marco with a sudden boost of speed, surprising even him as he moved to counter-attack.

He managed to catch her twin-slashes across the flat of his ax, the steel breaking where she had struck. As she landed a few feet away in a crouched position, he turned and was about to call forth another weapon when the second-half of the attack finally hit him from behind. She had summoned several swords behind her as she struck the first blow, and now the swords did their work to complete the two-stage attack. That normally would have finished off anyone else, but as Erza suspected Marco was not so easily beaten.

"That... was unexpected," he admitted with a grin, clearly a little worse for wear after bearing the brunt of that deadly half of the attack. His armor looked scuffed up and dinged, and he had a small cut on his face, but otherwise he seemed okay. He readied both his hands and a long sword materialized in his grip.

This time he went on the attack, showing his surprising agility even with his heavy armor. Erza was still faster though, blocking his attack with her two swords, steel clanging against steel. He was as strong as he looked, with Erza being pushed back a step from blocking the horizontal strike.

"I guess you didn't sense it," Marco stated simply, a hint of disappointment in his voice.

Before Erza could figure out what he meant, his sword crackled with electricity and suddenly she found herself thrown backwards as a powerful surge of arcing electricity covered her, attracted to the metal on her body. She hit the wall hard, the stone cracking and denting where she impacted, before she slid down onto her feet somewhat shakily. He had been right - she hadn't sensed the electric energy in the sword. Of course, now that she was aware of it, she could sense it loud and clear as she should have been able to earlier.

He attacked her again, this time she dodged it, although as the blade was close enough to her again some bolts of electricity shot out from it towards her, making her stumble backwards and grit her teeth in pain. Sensing the advantage, he moved to attack again, but by the time his long sword was met by her own sword, she had requipped into her **Lightning Empress Armor**. his blade crackled again with electricity and zapped her with several arcs of it, but the armor was strong enough to fully negate the strength of his attacks, resulting in her feeling only a slight pressure from where the arcs of electricity were hitting her.

"That's more like it," he said as he pushed against her to force her back and giving him room to change weapons. This time into a broadsword, the edges of which immediately erupted into flames. He didn't waste any time as he launched into a combination attack that Erza again managed to block, this time having changed into her **Flame Empress Armor**. Although the negation to fire damage wasn't as high as her Lightning Empress Armor negated electrical attacks, it still reduced fire damage by fifty percent which was no small amount. Instead of waiting for him though, Erza pressed back into a counter-attack, forcing Marco into the defensive.

Unlike Marco's fire broadsword, however, the Flame Empress Sword was able to launch fire attacks without needing to be close to the target. Disengaging, she gathered up flames by swinging her sword around and in one smooth motion hurled them towards Marco, whose eyes went wide before he threw himself to the side, his armor again taking some damage from some of the flames that he wasn't able to get away from. He rolled to his feet and called for another two-handed sword, this time a bigger and wider one that was almost as long as he was tall. He swung it around easily enough and the blade glowed, at which point he slashed towards Erza, who managed to block some of the damage with her sword as a powerful wave of magic energy arced forward from the sword in the direction of his swing.

He attacked again and Erza requipped back into her Heaven's Wheel Armor as she flew up into the air to dodge his next attack, which cut a deep rut into the wall behind her.

"**Trinity Sword!**" she attacked with her delta slash technique, Marco managing to counter it by swinging his sword towards her attack, the attacks negating each other.

He then surprised Erza by throwing a punch as she flew by, landing a hit to her exposed torso since she hadn't figured he would resort to his fists and his bigger broadsword was far enough away that attempting to strike her with it would have been futile since she would've had enough time to dodge it or block it. She winced and was thrown off balance as she dropped and staggered a little. She spun and slashed at him just as he had launched himself at her, but to her surprise her twin swords shattered against his bigger blade. Before she could get hit though she managed to use her armor's flight capability to dodge his sword, but not fast enough to avoid his armored shoulder plate as he continued forward and slammed into her abdomen with it, smashing her into the wall.

The wind knocked out of her, she slid again to the ground as he stepped back but as he swung his sword down towards her she rolled to the side and requipped into her **Flight Armor**, which had very few armored parts - arm guards, grieves, and boots - with the rest being purple and yellow cloth, with the bra and the areas around her knees with cheetah prints. On her head was a matching cheetah ears headband.

Being so close, she noticed that his armor was definitely beat up and she figured that if she hit it enough times it would break. Which meant she needed more speed. And while she was naturally faster than him, he was still agile enough, and of course dangerous enough, to defend and counter-attack. With this armor on though, her speed was greatly enhanced. Sure enough, as he swung towards her, releasing another arc of magical energy, she was able to jump up into the air to dodge it and land behind him.

Before Marco could even react, though he had sensed that she had ended up behind him, she slashed at his armor several times from behind. And as he turned around and brought his sword to bear, the blade cut into the stone floor where she had been only an eye blink ago. She had leaped into the air over him and again slashed at his armor, cracks appearing in the thick steel. As she landed and he realized that her speed was now far superior, she brought both hands to bear on her sword and lunged forward to pierce his armor. And sure enough it gave, a chunk of it breaking off and more cracks appearing.

Marco then slammed his fist into the ground, a magic circle appearing. The ground around him erupted upwards, forcing Erza to jump up and backwards somersault, landing on her feet some distance away, sword at the ready. She was starting to feel tired, her abdomen tender and sore from where he had hit her. This was the most she had ever had to use her magic before, although part of it was of course the fact that she was trying not to kill him, which meant she couldn't go all out. Otherwise, she knew she would've beaten him earlier, though he was likely holding back as well. She realized she didn't really know what other powers he had as he had surprised her with his non-weapon-specific earth magic there.

A horn blared then, signaling the end of the test.

There was a flash of light and the broken stone ground that jutted up around him like walls settled back down to the floor. He turned to Erza, who lowered her sword, and he gave her a nod. "Good job, candidate Scarlet. Report to the debriefing room. You are dismissed."

Erza brought her right hand up to the spot over her left breast in the Imperial Army salute, and then bowed her head before exiting the testing area. By the time she reached the door to the debriefing room, she had changed back into her everyday outfit, which was her Heart Kreuz Armor. Entering the room, she was not expecting to see the two scarlet-haired people there waiting for her.

"You've improved your skills since I last saw you, little sister," said the young woman who looked almost exactly like her save for their hairstyles - the older had a short bob cut while the younger had her hair flowing well past her shoulders.

"General Knightwalker," Erza said stiffly, saluting. They may be sisters and they may share the same name, but their relationship wasn't exactly close to put it lightly. What was she doing here? And why was _he _here too?

"Ouch. Why so cold little sister? I'm hurt." Her older sister's voice didn't reflect what she was saying, and neither did the smirk on her face. "We haven't seen each other in years and this is how you treat me?"

Erza kept a neutral expression and shrugged. "I'm tired."

"You were sloppy," her father finally spoke, who at that point had his back turned to her until he spun around to speak. Her father was an imposing figure; tall and well-built, though lined and slightly wrinkled with age, he had a steel gaze and stern features that made him look serious even if he was smiling, which was an act so rare that Erza couldn't remember the last time she saw him smile in her presence. He was dressed in another one of his expensive suits with an even more expensive fur coat over his shoulders. In his right hand he held his crimson cane, the tip of which was gold and with a matching round golden handle upon which the name Scarlet was engraved.

"I was holding back, Councilor Scarlet," she defended herself, addressing her father formally. Councilor Zaer Scarlet, one of the most powerful men on the Imperial Council and, some say, next in line for Chancellorship should the position be vacated. No matter her thoughts on her father, she had to admit that he was very effective at winning in the political arena; he was a man who, more often than not, got what he wanted when and how he wanted it.

"Even so. You missed the fact that his swords were magically charged."

"I missed the first one, not the rest."

"The fact of the matter is that you _did_ miss one. Not only that, but he managed to land a few good hits in too."

Her lips pursed together in growing irritation, her fists tightening ever so slightly. "I won."

Her father sighed and the older Erza's smirk grew.

"Now, now, father. She's right you know. In the end, winning is all that matters," her older sister winked at her. "And she _did _win. Not that Marco is a worthy opponent. He's skilled, I'll give him that, but even you know you could've beaten him much easier if you had been going all out."

Erza remained quiet. She wanted nothing more than to just turn and leave them. She hadn't seen her sister in two years, not since she married Councilor Knightwalker, an influential but weak-minded man. Erza knew that her sister controlled that relationship from the get-go, particularly since Councilor Knightwalker was now practically her father's lapdog.

Speaking of whom, her father's appearance was again surprising given that she only saw him fleetingly since he was usually very busy with the Imperial Council. Especially these last few months. Why this sudden family reunion, of all times? She had an inkling as to what this was about, but hoped that she was wrong.

* * *

**Author's notes: **

Well there you have it, the first official chapter. I guess the only trouble I have at this point in terms of the plot is that there are so many different ways I could do things that I might be torn between following what I've outlined and deviating from it, which of course for such a planned-out fic would affect all the later chapters... I've spent more time outlining this story than any other story I've done thus far, which is saying something. That said, I might find things I liked the first time that I might not like after a while, particularly if I find a better way to do it (better imo..) so hopefully this turns out well...


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